Common use of Increased Costs and Reduction of Return Clause in Contracts

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If After the date hereof, if any Bank or the Issuing Bank shall determine Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by such Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Loans Offshore Rate Loan or participating in any Letter Letters of Credit Obligationsor, or in the case of the Issuing Lender, any increase in the cost to the Issuing Bank Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Lender for such increased costs. (b) If After the date hereof, if any Bank or the Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank such Lender (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, Lender with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank Lender or any corporation controlling such Bank or the Issuing Bank Lender and (taking into consideration such Bank's, the Issuing BankLender's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporationLender's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of any of its Commitments, Loans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or Lender to the Issuing Bank (with a copy to Company through the Administrative Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing BankLender, from time to time as specified by such Bank or the Issuing BankLender, additional amounts sufficient to compensate such Bank or the Issuing Bank Lender for such increase. (c) This Section 4.3 shall not require the Company to reimburse the Administrative Agent or any Lender for any Taxes which are otherwise covered by the indemnity set forth in Section 4.1 or any Excluded Taxes.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of an Issuing Bank, any increase in the cost to the such Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within 30 days of demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs, provided, however, that the Borrower shall not be required to pay any such amount to the extent that such amount is reflected in changes in the Base Rate, the Offshore Rate or other fees or charges of such Bank. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's ’s or such corporation's ’s policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's ’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitmentsloans, Loans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon within 30 days of demand of such Bank or to the Issuing Bank (with a copy to Borrower through the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase, provided, however, that the Borrower shall not be required to pay any such amount to the extent that such amount is reflected in changes in the Base Rate.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine reasonably determines that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request made subsequent to the date of this Agreement from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank (not included in the calculation of the Eurodollar Reserve Percentage) of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credita Borrower, then the such Borrower shall be liable for, and shall from time to time, upon time within 30 days after demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), ) pay to the Administrative Agent Agent, for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costscosts with respect to such Borrower. (b) If any Bank or the Issuing Bank shall have reasonably determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any such Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank with any guideline or request made subsequent to the Issuing Bank, as the case may be, date hereof with respect to any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) and such Bank determines that that, as a result of any of the foregoing, the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loans, participations in Letters of Credit, credits or other obligations under this Agreement, then, upon within 30 days after demand therefor accompanied by the certificate contemplated by Section 3.6 of such Bank or to each affected Borrower through the Issuing Bank (with a copy Agent, the relevant Borrower shall pay to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for any reduced return on such capital reasonably allocated to the relevant Borrower as a result of such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction introduction, after the date of this Agreement, of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request request, made after the date of this Agreement, from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such the Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such the Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs; provided that the Bank shall have given the Company prompt notice of such introduction, guideline, or request, as applicable. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction introduction, after the date of this Agreement, of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change change, after the date of this Agreement, in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change change, after the date of this Agreement, in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation enacted or adopted after the Effective Date, date of this Agreement; affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such the Bank's, the Issuing Bank's or such corporation's desired return on capital) the Bank determines in good faith that the amount of such capital is (or is required to be) increased as a consequence of its Commitmentsloans, Loans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such the Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and Company shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase. The Bank agrees to give the Company prompt notice of any such Capital Adequacy Regulation, change in Capital Adequacy Regulation, change in the interpretation or administration of Capital Adequacy Regulation.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's’s, the Issuing Bank's ’s or such corporation's ’s policies with respect to capital adequacy and such Bank's’s, the Issuing Bank's ’s or such corporation's ’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine Lender determines in good faith that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) made after the Effective Date or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Loans the interest on which is determined by reference to the LIBOR Rate or participating in any Letter Letters of Credit ObligationsCredit, as applicable, or any reduction in the amount of any sum received or receivable by such Lender hereunder, or, in the case of any Issuer, any increase in the cost to the Issuing Bank such Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit or any reduction in the amount of any sum received or receivable by such Issuer hereunder, then the Borrower shall be liable for, and shall from time to time, upon within 10 days after demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Lender for such increased costscosts or reduction. (b) If any Bank or the Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation made after the Effective Date, (ii) any change in any Capital Adequacy Regulation made after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof made after the Effective Date, or (iv) compliance by any Bank such Lender (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, Lender with any Capital Adequacy Regulation adopted made after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank Lender or any corporation controlling such Bank or the Issuing Bank Lender and (taking into consideration such Bank's, the Issuing Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's Lender’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters letters of Creditcredit, credits or obligations under this Agreement, then, upon within 10 days after demand of such Bank or the Issuing Bank (with a copy Lender to the Administrative Borrower through the Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing BankLender, from time to time as specified by such Bank or the Issuing BankLender, additional amounts sufficient to compensate such Bank or the Issuing Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine thatIf, due to either (i) the introduction of after the date hereof of, or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation applicable to any Bank (other than any law such introduction or regulation relating change announced prior to taxes, including those relating to Taxes or Other Taxesthe date hereof) after the Effective Date or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after not in effect prior to the Effective Datedate hereof, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans Rate Loans, or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by (such demand to be delivered through the Agent), pay to the Agent for the account of such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bankbe, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Bank, as the case may be, for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in each case occurring after the Effective Datedate hereof, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's ’s or such corporation's ’s commercially reasonable policies with respect to capital adequacy and such Bank's, the Issuing Bank's ’s or such corporation's ’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon written demand of such Bank or the Issuing Bank (with a copy to the Administrative Borrower through the Agent), the Borrower shall be liable for and shall immediately pay to the Agent for the account of such Bank or the Issuing Bank, from time to time as specified by such the Bank or the Issuing Banksuch controlling corporation, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or IBOR Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower Borrowers shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any the Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by the Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such the Bank (other than income or other taxes) of agreeing to make issue or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be within three (with a copy of such demand to the Administrative Agent)3) Business Days following demand, pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs; provided, however, that the Company shall not be liable to pay any amounts pursuant to clause (ii) of this paragraph to the extent that such costs are incurred by reason of the gross negligence or willful misconduct of the Bank. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Officeany office of the Bank issuing any Letter of Credit) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such the Bank's, the Issuing Bank's ’s or such corporation's ’s policies with respect to capital adequacy and such the Bank's, the Issuing Bank's or such corporation's ’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loans, participations in Letters obligations under this Agreement or the Letter of Credit, or obligations under this Agreement, then, upon within three (3) Business Days following demand of such the Bank or the Issuing Bank (with a copy to the Administrative Agent)Company, the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase. (c) Any demand made by the Bank under this Section 3.02 shall be accompanied by a written explanation from the Bank of the increased costs or increased capital, as the case may be.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either Change in Law shall: (i) impose, modify or deem applicable any reserve, liquidity, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the introduction account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in calculating LIBOR) or Letter of or Credit Issuer; (ii) subject any change in or in the interpretation or administration of any law or regulation Recipient to Taxes (other than any law or regulation relating to taxes(i) Indemnified Taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) Taxes described in clauses (b) through (d) of the compliance definition of Excluded Taxes, and (iii) Connection Income Taxes) with respect to any guideline or request from any central bank Revolving Loan, Letter of Credit, Commitment or other Governmental Authority Obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (whether iii) impose on any Lender, Letter of Credit Issuer or not having the force interbank market any other condition, cost or expense (other than Taxes) affecting any Revolving Loan, Letter of law) made after the Effective DateCredit, there shall be any increase participation in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, Commitment or any Loan Document; (iv) and the result thereof shall be to increase in the cost to a Lender of making or maintaining any Revolving Loan or Commitment, or converting to or continuing any interest option for a Revolving Loan, or to increase the Issuing Bank cost to a Lender or Letter of agreeing to issueCredit Issuer of participating in, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligation to make participate in or making, funding or maintaining any unpaid drawing under to issue any Letter of Credit), then or to reduce the Borrower shall be liable foramount of any sum received or receivable by a Lender or Letter of Credit Issuer hereunder (whether of principal, and shall from time to timeinterest or any other amount) then, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy request of such demand to the Administrative Agent)Lender or Letter of Credit Issuer, Borrowers will pay to the Administrative Agent it such additional amount(s) as will compensate it for the account of such Bank additional costs incurred or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costsreduction suffered. (b) If any Bank a Lender or Letter of Credit Issuer determines that a Change in Law affecting such Lender or Letter of Credit Issuer or its holding company, if any, regarding capital or liquidity requirements has or would have the Issuing Bank shall have determined that (i) effect of reducing the introduction rate of any Capital Adequacy Regulation after the Effective Datereturn on such Lender’s, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation Letter of Credit Issuer’s or administration holding company’s capital as a consequence of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethis Agreement, or such Lender’s or Letter of Credit Issuer’s Commitments, Revolving Loans, Letters of Credit or participations in Letter of Credit Obligations or Revolving Loans, to a level below that which such Lender, Letter of Credit Issuer or holding company could have achieved but for such Change in Law (iv) compliance by any Bank (taking into consideration its policies with respect to capital adequacy), then from time to time Borrowers will pay to such Lender or its Lending Office) or the Issuing BankLetter of Credit Issuer, as the case may be, such additional amounts as will compensate it or its holding company for the reduction suffered. (c) If any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital Lender is required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies maintain reserves with respect to capital adequacy and liabilities or assets consisting of or including Eurocurrency funds or deposits, Borrowers shall pay additional interest to such Bank's, Lender on Revolving Loans equal to the Issuing Bank's or such corporation's desired return on capital) determines that the amount costs of such capital is reserves allocated to the Revolving Loan by the Lender (or is required to be) increased as a consequence of its Commitmentsdetermined by it in good faith, Loanswhich determination shall be conclusive). The additional interest shall be due and payable on each interest payment date for the Revolving Loan; provided, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or that if the Issuing Bank Lender notifies Borrowers (with a copy to Agent) of the Administrative Agent)additional interest less than 10 days prior to the interest payment date, the Borrower then such interest shall be liable payable 10 days after Borrowers’ receipt of the notice. (d) Failure or delay on the part of any Lender or Letter of Credit Issuer to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Letter of Credit Issuer for and shall immediately pay any amounts pursuant to this Section 2.13 if the event giving rise to such Bank compensation obligations was suffered more than nine months (plus any period of retroactivity of the Change in Law giving rise to the demand) prior to the date that the Lender or Letter of Credit Issuer notifies Borrower Agent of the Issuing Bank, from time applicable Change in Law and of such Lender’s or Letter of Credit Issuer’s intention to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increaseclaim compensation therefor.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine any LC Issuer determines that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Closing Date or (ii) the compliance by that Bank or that LC Issuer with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Closing Date, there shall be any increase in the cost to such Bank or such LC Issuer of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or makingFacility LCs, funding or maintaining any unpaid drawing under any Letter of Creditas the case may be, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or such LC Issuer, as the Issuing Bankcase may be, additional amounts as are sufficient to compensate such Bank or the Issuing Bank such LC Issuer for such increased costs. (b) If any Bank or the Issuing Bank any LC Issuer shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation after the Effective Date, (ii) any change after the Closing Date in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any change in any Capital Adequacy Regulation adopted after the Effective Closing Date, affects or would affect the amount of capital required or expected to be maintained by such any Bank or the Issuing Bank any LC Issuer or any corporation controlling such any Bank or the Issuing Bank any LC Issuer and (taking into consideration such Bank's, the Issuing Bank's ’s or such corporation's ’s policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's ’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Creditcredits, LC Obligations or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy such LC Issuer to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such the applicable Bank or the Issuing Bankapplicable LC Issuer, as the case may be, from time to time as specified by such Bank or the Issuing Banksuch LC Issuer, additional amounts sufficient to compensate such Bank or the Issuing Bank such LC Issuer for such increase. (c) The Company shall not be obligated to pay any amounts under subsection 3.03(a) or (b) to any Bank or any LC Issuer (i) unless such Bank or such LC Issuer shall have first notified the Company in writing that it intends to seek compensation from the Company pursuant to such subsection, and (ii) which are attributable to periods exceeding 90 days prior to the date of receipt by the Company of such notice.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines --------------------------------------- that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than by any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after Governmental Authority having jurisdiction over the Effective Date Banks or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), promptly (and in any event within 30 days) pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. Any Bank making such a demand for payment shall provide to the Borrower reasonable documentation supporting such demand. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capitaladequacy) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Borrower through the Agent), the Borrower shall be liable for promptly (and shall immediately in any event within 30 days) pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase. Any Bank making such a demand for payment shall provide to the Borrower reasonable documentation supporting such demand.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine Lender determines in good faith that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) made after the Effective Date or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit Obligationsor Fronted Offshore Currency Loans, as applicable, or any reduction in the amount of any sum received or receivable by such Lender hereunder, or, in the case of any Issuer, any increase in the cost to the Issuing Bank such Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit or any reduction in the amount of any sum received or receivable by such Issuer hereunder, then the such Borrower shall be liable for, and shall from time to time, upon within 10 days after demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Lender for such increased costscosts or reduction. (b) If any Bank or the Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation made after the Effective Date, (ii) any change in any Capital Adequacy Regulation made after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof made after the Effective Date, or (iv) compliance by any Bank such Lender (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, Lender with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank Lender or any corporation controlling such Bank or the Issuing Bank Lender and (taking into consideration such Bank's, the Issuing Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's Xxxxxx’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters letters of Creditcredit, credits or obligations under this Agreement, then, upon within 10 days after demand of such Bank or the Issuing Bank (with a copy Lender to the Administrative Company through the Agent), the applicable Borrower shall be liable for and shall immediately pay to such Bank or the Issuing BankLender, from time to time as specified by such Bank or the Issuing BankLender, additional amounts sufficient to compensate such Bank or the Issuing Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the CD Rate or the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank or the Issuing Bank of agreeing to make or making, funding or maintaining any Eurodollar Eurocurrency Loans or CD Rate Loans or participating in any Letter of Credit L/C Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor to the Borrowers' Agent by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs, not later than 30 days following demand therefor. (ba) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank the Bank, or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such the Bank or the Issuing Bank or any corporation controlling such the Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loans, participations in Letters of Credit, Credit or other extensions of credit or obligations under this Agreement, then, the Borrowers shall be liable for, and shall upon demand of to the Borrowers' Agent by such Bank or the Issuing Bank Bank, as the case may be (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase, not later than 30 days following demand therefor.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine thatIf, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other TaxesFRB Regulation D) after the Effective Closing Date (other than changes with respect to Taxes) or (ii) the compliance by any Lender with any guideline or request order from any central bank or other Governmental Authority after the Closing Date (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Swing Line Loans or Special Facility Obligations, or or, in the case of the Fronting Lender, any increase in the cost to the Fronting Lender of Issuing Bank of or agreeing to issue, issuing or maintaining Issue any Letter of Credit or of creating or agreeing to create any Acceptance, or agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit or any unpaid maturing of any Acceptance, then the Borrower shall be liable for, and shall from time to time, upon promptly after receipt of written demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), accompanied by a written notice showing in reasonable detail the basis for the calculation of any such increased costs (which notice shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), pay to the Administrative Agent for the account of such Bank or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Lender for such increased costs. (b) If any Bank or If, after the Issuing Bank shall have determined that Closing Date, (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority Authority, or by NAIC or any other comparable agency charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank Lender (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, any Lender with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank Lender or any corporation controlling such Bank or the Issuing Bank Lender and (taking into consideration such Bank's, the Issuing BankLender's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporationLender's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Creditcredits, participation interests or obligations under this Agreement, then, upon demand of such Bank or Lender to the Issuing Bank (with a copy to Borrower through the Administrative Agent), accompanied by a written notice showing in reasonable detail the basis for calculation of any such amounts, the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing BankLender, from time to time promptly after receipt of such demand and notice as specified by such Bank or the Issuing BankLender, additional amounts sufficient to compensate such Bank or the Issuing Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine Lender determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (x) Taxes or Other Taxes (as to which Section 4.01 shall govern), (y) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Officer, and (z) reserve requirements contemplated by the determination of the Offshore Rate then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Lender for such increased costs. (b) If any Bank or the Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, Lender with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank Lender or any corporation controlling such Bank or the Issuing Bank Lender and (taking into consideration such Bank's, the Issuing BankLender's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporationLender's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or Lender to the Issuing Bank (with a copy to Company through the Administrative Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing BankLender, from time to time as specified by such Bank or the Issuing BankLender, additional amounts sufficient to compensate such Bank or the Issuing Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine Lender determines in good faith that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) made after the Effective Date or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit Obligationsor Fronted Offshore Currency Loans or any reduction in the amount of any sum received or receivable by such Lender hereunder, or or, in the case of any Issuer, any increase in the cost to the Issuing Bank such Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit or any reduction in the amount of any sum received or receivable by such Issuer hereunder, then the such Borrower shall be liable for, and shall from time to time, upon within 10 days after demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Lender for such increased costscosts or reduction. (b) If any Bank or the Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation made after the Effective Date, (ii) any change in any Capital Adequacy Regulation made after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof made after the Effective Date, or (iv) compliance by any Bank the Lender (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, Lender with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank Lender or any corporation controlling such Bank or the Issuing Bank Lender and (taking into consideration such Bank's, the Issuing Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's Lender’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters letters of Creditcredit, credits or obligations under this Agreement, then, upon within 10 days after demand of such Bank or the Issuing Bank (with a copy Lender to the Administrative Company through the Agent), the applicable Borrower shall be liable for and shall immediately pay to such Bank or the Issuing BankLender, from time to time as specified by such Bank or the Issuing BankLender, additional amounts sufficient to compensate such Bank or the Issuing Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxesregulation, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by such Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating (which increase is not otherwise reflected in any Letter of Credit Obligations, or any increase in amounts payable by the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCompany hereunder), then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient sufficient, in the good faith judgment of such Bank, to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iviii) compliance by any such Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank, such Bank shall promptly after its determination of such occurrence give notice to the Company of (a) the occurrence thereof, and (b) the additional amount payable by the Company which in such Bank's reasonable determination will compensate such Bank or the Issuing Bank or any such corporation controlling such Bank or for such reduction and, subject to the Issuing further terms of this paragraph, such amount shall be due and payable by the Company to such Bank and (taking into consideration at the time of such Bank'snotice. If, at the time of notice to the Company that amounts are due under this subsection 3.3(b), the Issuing Bank's or such corporation's policies with respect to capital adequacy Company and such Bank'sBank disagree as to the amounts payable, then the Issuing Bank's or Company and such corporation's desired return on capital) determines that Bank shall thereafter attempt to negotiate in good faith an adjustment to the amount of compensation payable hereunder which will adequately compensate such capital is (or is required Bank for such reduction. If the Company and such Bank are unable to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreementagree to such adjustment, then, upon demand unless the Commitments shall have been terminated or any amount on which adjustments are to be made under this subsection 3.3(b) has been prepaid in full, as the case may be, commencing on the thirty first (31st) day following such notice (but not earlier than the effective date of such introduction, change or compliance), the fees payable hereunder shall increase by an amount which will, in such Bank's reasonable determination, compensate such Bank for such reduction, such Bank's determination of such amount to be conclusive and binding on the Company, absent manifest error. In determining such amount, such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such corporation controlling such Bank may use any reasonable methods of averaging, allocating or the Issuing Bank, from time to time as specified by attributing such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increasereduction among their respective customers.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change after the Closing Date (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxesregulation, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) ), which guideline or request is issued or made after the Effective Closing Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter of Credit L/C Obligations, or any increase in the cost to the Issuing Bank of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit or of agreeing to Issue, Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs; PROVIDED, THAT no Bank shall be entitled to compensation hereunder with respect to any period prior to six (6) months prior to making such demand. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any such Capital Adequacy Regulation adopted implemented or changed after the Effective Closing Date, affects or would affect the amount of capital required or expected to be maintained by such the Bank or the Issuing Bank or any corporation controlling such the Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, credits, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower Borrowers shall be liable for and shall immediately pay to such the Bank or the Issuing Bank, from time to time as specified by such the Bank or the Issuing Bank, additional amounts sufficient to compensate such the Bank or the Issuing Bank for such increase; PROVIDED, THAT no Bank shall be entitled to compensation hereunder with respect to any period prior to six (6) months prior to making such demand.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine thatIf, due to either (i) the introduction of after the date hereof of, or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation applicable to any Bank (other than any law such introduction or regulation relating change announced prior to taxes, including those relating to Taxes or Other Taxesthe date hereof) after the Effective Date or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after not in effect prior to the Effective Datedate hereof, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans Rate Loans, or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bankbe, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Bank, as the case may be, for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in each case occurring after the Effective Datedate hereof, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's commercially reasonable policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon written demand of such Bank or the Issuing Bank (with a copy to the Administrative Borrowers through the Agent), the Borrower Borrowers shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such the Bank or the Issuing Banksuch controlling corporation, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine any LC Issuer determines that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Closing Date or (ii) the compliance by that Bank or that LC Issuer with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Closing Date, there shall be any increase in the cost to such Bank or such LC Issuer of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or makingFacility LCs, funding or maintaining any unpaid drawing under any Letter of Creditas the case may be, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or such LC Issuer, as the Issuing Bankcase may be, additional amounts as are sufficient to compensate such Bank or the Issuing Bank such LC Issuer for such increased costs. (b) If any Bank or the Issuing Bank any LC Issuer shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any change in any Capital Adequacy Regulation adopted after the Effective Closing Date, affects or would affect the amount of capital required or expected to be maintained by such any Bank or the Issuing Bank any LC Issuer or any corporation controlling such any Bank or the Issuing Bank any LC Issuer and (taking into consideration such Bank's, the Issuing Bank's ’s or such corporation's ’s policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's ’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Creditcredits, LC Obligations or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy such LC Issuer to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such the applicable Bank or the Issuing Bankapplicable LC Issuer, as the case may be, from time to time as specified by such Bank or the Issuing Banksuch LC Issuer, additional amounts sufficient to compensate such Bank or the Issuing Bank such LC Issuer for such increase. (c) The Company shall not be obligated to pay any amounts under subsection 3.03(a) or (b) to any Bank or any LC Issuer (i) unless such Bank or such LC Issuer shall have first notified the Company in writing that it intends to seek compensation from the Company pursuant to such subsection, and (ii) which are attributable to periods exceeding 90 days prior to the date of receipt by the Company of such notice.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of an Issuing Bank, any increase in the cost to the such Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Datedate hereof, (ii) any change in any Capital Adequacy Regulation after the Effective Datedate hereof, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datedate hereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower Company shall be liable for and shall immediately upon demand pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If If, after the date hereof, the adoption of any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of applicable Law or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligationstherein, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation thereof by any Governmental Authority, central bank or other Governmental Authority comparable agency charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the Issuing Bankforce of Law) of any such authority, as the case may becentral bank or comparable agency: (a) shall subject any Bank (or its Lending Office) to any Tax with respect to its Eurodollar Loans, or its Notes or its obligation to make Eurodollar Loans or shall change the basis of taxation of payments to any corporation controlling Bank (or its Lending Office) of the principal of or interest on its Eurodollar Loans or any other amounts due under this Agreement in respect of its Eurodollar Loans or its obligation to make Eurodollar Loans (except for changes in the rate of Tax on the overall net income of such Bank or its Lending Office imposed by the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration jurisdiction in which such Bank's's principal executive office or Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Issuing Bank's or such corporation's policies Board of Governors of the Federal Reserve System, but excluding with respect to capital adequacy and any Eurodollar Loan any such Bank'srequirement included in an applicable Eurodollar Reserve Percentage) against assets of, deposits with or for the Issuing account of or credit extended by, any Bank's Lending Office or such corporation's desired return shall impose on capital) determines that the amount of such capital is any Bank (or is required to beits Lending Office) increased as a consequence of or the London interbank market any other condition affecting its Commitments, Eurodollar Loans, participations its Notes, or its obligation to make Eurodollar Loans or its issuance of or participation in Letters of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or its Lending Office) making or maintaining any Eurodollar Loan or issuing or participating in Letters of Credit, or obligations to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this AgreementAgreement or under its Notes with respect thereto, by an amount deemed by such Bank to be material, then, upon within five (5) days after demand of by such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank such additional amount or the Issuing Bank, from time to time amounts as specified by such Bank or the Issuing Bank, additional amounts sufficient to will compensate such Bank or the Issuing Bank for such increaseincreased cost or reduction. Each Bank will promptly notify Borrower and Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section 5.4 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 5.4 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date date of this Agreement or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Datedate of this Agreement, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Committed Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in any such case, after the Effective Datedate of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative 68 Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in or reserve requirements included in the calculation of the Offshore Rate) in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date date of this Agreement or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Datedate of this Agreement, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be in compliance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in any such case, after the Effective Date, date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand in compliance with Section 4.07 of such Bank or the Issuing Bank (with a copy to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issueIssue, issuing Issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the such Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsRevolving Commitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or to the Issuing Bank (with a copy to Borrower through the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Closing Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the Effective Closing Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction after the Closing Date of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change after the Closing Date in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change after the Closing Date in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans Offshore Rate Loan or any Swingline Loan or participating in any Letter Letters of Credit Obligationsor L/C Borrowings or Swingline Loans, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or to the Issuing Bank (with a copy to Company through the Administrative Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower Borrowers shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in or reserve requirements included in the calculation of the Offshore Rate) in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date date of this Agreement or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Datedate of this Agreement, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in any such case, after the Effective Date, date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the i)_the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate) in or in the interpretation or administration of any law or regulation (other than any law generally applicable to the banking industry issued or regulation relating to taxes, including those relating to Taxes or Other Taxes) made after the Effective Date date of this Agreement or (ii) the ii)_the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority generally applicable to the banking industry (whether or not having the force of law) issued or made after the Effective Datedate of this Agreement, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar LIBOR Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent)) made within 90_days after the date of the event under clause (i) or (ii) above, pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction after the date of this Agreement of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change after the date of this Agreement in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change after the date of this Agreement in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance after the date of this Agreement by any such Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative AgentCompany through the Agent made within 90_days after the date of the event under clause (i), (ii), (iii) or (iv) above, the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase. (c) A Bank may make a demand for payment under subsections (a) and (b) of this Section only if such Bank has made similar demands for payment on similar borrowers in the U.S. which have entered into similar credit agreements with such Bank and against which such Bank is entitled by contract to demand such payments.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine ---------------------------------------- determines that, due to either (i) the introduction announced after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits or a change in the rate of taxation imposed on or measured by a Bank's net income by the jurisdiction (or any political subdivision thereof) under the laws of which such Bank is organized or maintains a lending office) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority announced after the date hereof (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by within 30 days after written notice from such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction announced after the date hereof of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change announced after the date hereof in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change announced after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine Lender determines in good faith that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) made after the Effective Date or (ii) the compliance by that Lender with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Loans the interest on which is determined by reference to the Offshore Rate or participating in any Letter Letters of Credit Obligationsor Fronted Offshore Currency Loans, as applicable, or any reduction in the amount of any sum received or receivable by such Lender hereunder, or, in the case of any Issuer, any increase in the cost to the Issuing Bank such Issuer of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCredit or any reduction in the amount of any sum received or receivable by such Issuer hereunder, then the such Borrower shall be liable for, and shall from time to time, upon within 10 days after demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Lender for such increased costscosts or reduction. (b) If any Bank or the Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation made after the Effective Date, (ii) any change in any Capital Adequacy Regulation made after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof made after the Effective Date, or (iv) compliance by any Bank such Lender (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, Lender with any Capital Adequacy Regulation adopted made after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank Lender or any corporation controlling such Bank or the Issuing Bank Lender and (taking into consideration such Bank's, the Issuing Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's Lender’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters letters of Creditcredit, credits or obligations under this Agreement, then, upon within 10 days after demand of such Bank or the Issuing Bank (with a copy Lender to the Administrative Company through the Agent), the applicable Borrower shall be liable for and shall immediately pay to such Bank or the Issuing BankLender, from time to time as specified by such Bank or the Issuing BankLender, additional amounts sufficient to compensate such Bank or the Issuing Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the any Issuing Bank shall determine that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Closing Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Closing Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the such Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within ten days of demand therefor by such Bank or the such Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the such Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the any Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Closing Date, (ii) any change in any Capital Adequacy Regulation after the Effective Closing Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Closing Date, or (iv) compliance by any Bank (or its Lending Office) or the any Issuing Bank, as the case may be, or any corporation controlling such Bank or the such Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Closing Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the such Issuing Bank or any corporation controlling such Bank or the such Issuing Bank and (taking into consideration such Bank's, the such Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the such Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of any of its CommitmentsRevolving Commitment, Revolving Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon within ten days of demand of by such Bank or the such Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the such Issuing Bank, from time to time as specified by such Bank or the such Issuing Bank, additional amounts sufficient to compensate such Bank or the such Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) 3.3.1 If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of of, or any change in or in the interpretation or administration of of, any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) occurring after the Effective Date date of this Agreement or (ii) the compliance by such Bank (or its Lending Office) with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made imposed after the Effective Datedate hereof, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditLIBOR Loans, then the Borrower shall be liable for, and shall from time to time, upon within thirty (30) days of demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent Agent, for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. ; provided, however, -------- that the Borrower shall not be obligated to pay to the Administrative Agent, for the account of such Bank, any compensation attributable to any period prior to the date that is ninety (b90) If any days prior to the date on which such Bank or gave notice to the Issuing Borrower of the circumstance entitling such Bank shall have determined that (i) to compensation. A Bank's statement claiming compensation under this Section 3.3.1 and setting ------------- forth the introduction of any Capital Adequacy Regulation after the Effective Dateadditional amounts to be paid hereunder shall, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration absence of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datemanifest error, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, be conclusive and binding for all purposes so long as the case may be, or any corporation controlling amount claimed is calculated and charged in the same manner as such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank amounts are generally calculated and (taking into consideration charged for such Bank's, 's other similarly situated borrowers. Each Bank agrees promptly to notify the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank Borrower (with a copy to the Administrative Agent) of its actual knowledge of any event that would entitle such Bank to compensation under this Section 3.3.1 (and further agrees to ------------- designate a different Lending Office with respect to its LIBOR Loans if such redesignation will avoid the need for, or reduce the amount of, any such compensation and will not, in the judgment of such Bank, be illegal or otherwise disadvantageous to such Bank); provided further, however, that a Bank's failure ---------------- to give any such notice(s) shall not affect the Borrower's obligation to pay such additional amounts hereunder, except as otherwise expressly provided above. If any Bank claims compensation under this Section 3.3.1, the Borrower may at ------------- any time, upon at least four (4) Business Days' prior written notice to the Administrative Agent and such Bank, and upon payment of all amounts required under this Section 3.3.1 plus any prepayment fee required under Section 3.4, ------------- ---- ----------- prepay such Bank's LIBOR Loans or request that such Bank's LIBOR Loans be converted to Reference Rate Loans. 3.3.2 Borrower shall not be obligated to pay to the Administrative Agent, for the account of such Bank, any compensation attributable to any period prior to the date chat is ninety (90) days prior to the date on which such Bank gives notice to the Borrower of the circumstance entitling such Bank to compensation. Each Bank agrees promptly to notify the Borrower (with a copy to the Administrative Agent) of any circumstances that would cause the Borrower to pay additional amounts pursuant to this Section 3.3.2; provided further, however, that a Bank's ------------- ---------------- failure to give any such notice(s) shall not affect the Borrower's obligation to pay such additional amounts hereunder, except as otherwise expressly provided above. Notwithstanding the foregoing, the Borrower shall not be liable for and shall immediately required to pay any amount to any Bank under this Section 3.3.2 if such Bank has previously ------------- received the compensation otherwise payable hereunder as a result of any other payment made by the Borrower to such Bank under any other section of this Agreement or under one of the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increaseother Loan Documents.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine --------------------------------------- determines that, due to either (i) the introduction announced after the date hereof of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits or a change in the rate of taxation imposed on or measured by a Bank's net income by the jurisdiction (or any political subdivision thereof) under the laws of which such Bank is organized or maintains a lending office) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority announced after the date hereof (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditOffshore Rate Loans, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by within 30 days after written notice from such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction announced after the date hereof of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change announced after the date hereof in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change announced after the date hereof in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any such Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or any change in the Associated Costs Rate) in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date date of this Agreement or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Datedate of this Agreement, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of an Issuing Bank, any increase in the cost to the such Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon within 10 days after demand therefor by such Bank or the Issuing Bank, as the case may be in accordance with Section 4.07 (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any such Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in any such case, after the Effective Date, date of this Agreement affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's ’s or such corporation's ’s policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's ’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon within 10 days after demand in accordance with Section 4.07 of such Bank or to the Issuing Bank (with a copy to Company through the Administrative Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase. (c) The per annum interest rate applicable to each Offshore Currency Loan shall be increased for any Interest Period by the Associated Costs Rate for such Interest Period.

Increased Costs and Reduction of Return. (a) If any Bank Lender or the any Issuing Bank Lender shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements contemplated by subsection (c) below) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request arising after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter of Credit L/C Obligations, or any increase in the cost to the such Issuing Bank Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank Lender or the such Issuing BankLender, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender or the such Issuing BankLender, additional amounts as are sufficient to compensate such Bank Lender or the such Issuing Bank Lender for such increased costs. (b) If any Bank Lender or the any Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or the such Issuing BankLender, as the case may be, or any corporation controlling the Lender or such Bank or the Issuing BankLender, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, Regulation; affects or would affect the amount of capital required or expected to be maintained by the Lender or such Bank or the Issuing Bank Lender or any corporation controlling the Lender or such Bank or the Issuing Bank Lender and (taking into consideration such BankLender's, the such Issuing BankLender's or such corporation's policies with respect to capital adequacy and such BankLender's, the such Issuing BankLender's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, credits, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank Lender (with a copy to the Administrative Agent), the Borrower Borrowers shall be liable for and shall immediately pay to the Lender or such Bank or the Issuing BankLender, from time to time as specified by the Lender or such Bank or the Issuing BankLender, additional amounts sufficient to compensate the Lender or such Bank or the Issuing Bank Lender for such increase. (c) Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional costs on the unpaid principal amount of each Offshore Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan.

Increased Costs and Reduction of Return. (a) If any Bank Lender or the any Issuing Bank Lender shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements contemplated by subsection (c) below) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request arising after the date hereof from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter of Credit L/C Obligations, or any increase in the cost to the such Issuing Bank Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank Lender or the such Issuing BankLender, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender or the such Issuing BankLender, additional amounts as are sufficient to compensate such Bank Lender or the such Issuing Bank Lender for such increased costs. (b) If any Bank Lender or the any Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any Bank the Lender (or its Lending Office) or the such Issuing BankLender, as the case may be, or any corporation controlling the Lender or such Bank or the Issuing BankLender, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, Regulation; affects or would affect the amount of capital required or expected to be maintained by the Lender or such Bank or the Issuing Bank Lender or any corporation controlling the Lender or such Bank or the Issuing Bank Lender and (taking into consideration such Bank'sLender’s, the such Issuing Bank's Lender’s or such corporation's ’s policies with respect to capital adequacy and such Bank'sLender’s, the such Issuing Bank's Lender’s or such corporation's ’s desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, credits, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank Lender (with a copy to the Administrative Agent), the Borrower Borrowers shall be liable for and shall immediately pay to the Lender or such Bank or the Issuing BankLender, from time to time as specified by the Lender or such Bank or the Issuing BankLender, additional amounts sufficient to compensate the Lender or such Bank or the Issuing Bank Lender for such increase. (c) The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional costs on the unpaid principal amount of each Offshore Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issueIssue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon 15 days after demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate (the "Assessment Rate") payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Datedate hereof, (ii) any change in any Capital Adequacy Regulation after the Effective Datedate hereof, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datedate hereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower Company shall be liable for and shall immediately upon demand pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in or reserve requirements included in the calculation of the Offshore Rate) in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Closing Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Closing Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in any such case, after the Effective Date, Closing Date affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance compli- ance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or IBOR Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower Borrowers shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine thatIf, due to either (i) the introduction of after the date hereof of, or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Eurodollar Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation applicable to any Bank (other than any law such introduction or regulation relating change announced prior to taxes, including those relating to Taxes or Other Taxesthe date hereof) after the Effective Date or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after not in effect prior to the Effective Datedate hereof, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans Rate Loans, or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by (such demand to be delivered through the Agent), pay to the Agent for the account of such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bankbe, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Bank, as the case may be, for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in each case occurring after the Effective Datedate hereof, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's commercially reasonable policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon written demand of such Bank or the Issuing Bank (with a copy to the Administrative Borrower through the Agent), the Borrower shall be liable for and shall immediately pay to the Agent for the account of such Bank or the Issuing Bank, from time to time as specified by such the Bank or the Issuing Banksuch controlling corporation, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Committed Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in each case (A) not currently scheduled to become effective and (B) occurring after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capitaladequacy) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Borrowers through the Agent), the Borrower Borrowers shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by such Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating (which increase is not otherwise reflected in any Letter of Credit Obligations, or any increase in amounts payable by the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCompany hereunder), then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient sufficient, in the good faith judgment of such Bank, to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iviii) compliance by any such Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank, such Bank shall promptly after its determination of such occurrence give notice to the Company of (a) the occurrence thereof, and (b) the additional amount payable by the Company which in such Bank's reasonable determination will compensate such Bank or the Issuing Bank or any such corporation controlling such Bank or for such reduction and, subject to the Issuing further terms of this paragraph, such amount shall be due and payable by the Company to such Bank and (taking into consideration at the time of such Bank'snotice. If, at the time of notice to the Company that amounts are due under this subsection 3.3(b), the Issuing Bank's or such corporation's policies with respect to capital adequacy Company and such Bank'sBank disagree as to the amounts payable, then the Issuing Bank's or Company and such corporation's desired return on capital) determines that Bank shall thereafter attempt to negotiate in good faith an adjustment to the amount of compensation payable hereunder which will adequately compensate such capital is (or is required Bank for such reduction. If the Company and such Bank are unable to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreementagree to such adjustment, then, upon demand of such Bank unless the Commitments shall have been terminated or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.any amount on

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by such Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating (which increase is not otherwise reflected in any Letter of Credit Obligations, or any increase in amounts payable by the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of CreditCompany hereunder), then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient sufficient, in the good faith judgment of such Bank, to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iviii) compliance by any such Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank, such Bank shall promptly after its determination of such occurrence give notice to the Company of (a) the occurrence thereof, and (b) the additional amount payable by the Company which in such Bank's reasonable determination will compensate such Bank or the Issuing Bank or any such corporation controlling such Bank or for such reduction and, subject to the Issuing further terms of this paragraph, such amount shall be due and payable by the Company to such Bank and (taking into consideration at the time of such Bank'snotice. If, at the time of notice to the Company that amounts are due under this subsection 3.3(b), the Issuing Bank's or such corporation's policies with respect to capital adequacy Company and such Bank'sBank disagree as to the amounts payable, then the Issuing Bank's or Company and such corporation's desired return on capital) determines that Bank shall thereafter attempt to negotiate in good faith an adjustment to the amount of compensation payable hereunder which will adequately compensate such capital is (or is required Bank for such reduction. If the Company and such Bank are unable to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreementagree to such adjustment, then, upon demand of such Bank unless the Commitments shall have been terminated or the Issuing Bank (with a copy any amount on which adjustments are to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.made under this subsection 3.3

Increased Costs and Reduction of Return. (a) If any Bank or determines and notifies the Issuing Bank shall determine Administrative Agent that, due to either (i) after the date hereof the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the CD Rate or the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made ), promulgated after the Effective Datedate hereof, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or CD Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of an Issuing Bank, any increase in the cost to the such Issuing Bank of agreeing to issue, issuing or maintaining any Letter Letters of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, Credit then the Borrower Company shall be liable for, and shall from time to time, upon within 10 days after a demand therefor (accompanied by such Bank or a certificate setting forth the Issuing Bank, as the case may be (with a copy basis of such demand demand) which is provided to the Administrative Agent)Agent and delivered by the Administrative Agent to the Company, pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank reasonably shall have determined that (i) after the date hereof the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) after the date hereof any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) after the date hereof any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.capital

Increased Costs and Reduction of Return. (a) If any Bank Lender or the Issuing Bank Lender shall determine that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Original Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Original Effective Date, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the such Issuing Bank Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within ten days of demand therefor by such Bank Lender or the Issuing BankLender, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank Lender or the Issuing Bank Lender for such increased costs. (b) If any Bank Lender or the Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Original Effective Date, (ii) any change in any Capital Adequacy Regulation after the Original Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Original Effective Date, or (iv) compliance by any Bank Lender (or its Lending Office) or the Issuing BankLender, as the case may be, or any corporation controlling such Bank Lender or the Issuing BankLender, as the case may be, with any Capital Adequacy Regulation adopted after the Original Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Issuing Bank Lender or any corporation controlling such Bank Lender or the Issuing Bank Lender and (taking into consideration such BankLender's, the Issuing BankLender's or such corporation's policies with respect to capital adequacy and such BankLender's, the Issuing BankLender's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon within ten days of demand of such Bank or the by Issuing Bank Lender (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank Lender or the Issuing BankLender, from time to time as specified by such Bank Lender or the Issuing BankLender, additional amounts sufficient to compensate such Bank Lender or the Issuing Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If If, after the date of this Agreement, any Bank or of the Issuing Bank following shall determine that, due to either occur: (ia) the introduction adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation administration, interpretation, implementation or administration application thereof by any Governmental Authority or (c) the making or issuance of any law or regulation (other than any law or regulation relating to taxesrequest, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any rule, guideline or request from any central bank or other Governmental Authority directive (whether or not having the force of law) by any Governmental Authority (each a “Change in Law”), which Change in Law shall (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 10.6) or any L/C Issuer; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Rate Loans made after by such Lender or Issuing or maintaining any Letter of Credit or participation therein; and the Effective Date, there result of any of the foregoing shall be any to increase in the cost to such Bank Lender of agreeing to make or making, funding converting to, continuing or maintaining any Eurodollar Loans or participating Loan (or, in the case of clause (ii) above, any Letter of Credit ObligationsLoan), or of maintaining its obligation to make any such Loan, or to increase in the cost to the Issuing Bank such Lender or such L/C Issuer of agreeing to issueparticipating in, issuing or maintaining any Letter of Credit (or of agreeing maintaining its obligation to make participate in or making, funding or maintaining any unpaid drawing under to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer (i) If any Lender or L/C Issuer shall have determined that Change in Law regarding any Capital Adequacy Regulation has or would have the effect of reducing the rate of return on such Lender’s or the (ii) L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Loans held by, such Lender, or the Letters of Credit issued by such L/C Issuer, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), time pay to the Administrative Agent for the account of such Bank Lender or L/C Issuer, as the Issuing Bankcase may be, such additional amounts or amounts as are sufficient to compensate such Bank Lender or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank (or its Lending Office) or the Issuing BankL/C Issuer, as the case may be, for additional costs incurred or reduction suffered or such Taxes incurred. (b) [reserved]. (c) Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any corporation controlling such Bank successor or similar authority) or the Issuing BankUnited States or foreign regulatory authorities, as the in each case may bein respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a Change in Law Section 10.3(a) above and/or a Change in Law with any respect to Capital Adequacy Regulation under Section 10.3(b) above, as applicable, regardless of the date enacted, adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.issued. US-DOCS\99983253.20

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date date of this Agreement or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Datedate of this Agreement, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Committed Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in any such case, after the Effective Datedate of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or the Issuing Bank (with a copy to the Administrative 60 Credit Agreement - Idex Corporation 68 Company through the Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine thatIf, due to either (i) the introduction of after the date hereof of, or any change after the date hereof (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate or in respect of the assessment rate payable by any Bank to the FDIC for insuring U.S. deposits) in or in the interpretation or administration of any law or regulation applicable to any Bank (other than any law such introduction or regulation relating change announced prior to taxes, including those relating to Taxes or Other Taxesthe date hereof) after the Effective Date or (ii) the compliance by any Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after not in effect prior to the Effective Datedate hereof, there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Loans Offshore Rate Loans, or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Borrowers shall be liable for, and shall from time to time, upon demand therefor by (with a copy of such demand to be sent to the Agent), pay to the Agent for the account of such Bank or the Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bankbe, additional amounts as are sufficient to compensate such Bank or the Issuing Bank Bank, as the case may be, for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted Regulation, in each case occurring after the Effective Datedate hereof, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's commercially reasonable policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon written demand of such Bank or the Issuing Bank (with a copy to the Administrative Borrowers through the Agent), the Borrower Borrowers shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such the Bank or the Issuing Banksuch controlling corporation, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.

Increased Costs and Reduction of Return. (a) If any Bank Lender or the Issuing Bank Lender shall determine that, due to either (i) the introduction of or any change in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date, there shall be any increase in the cost to such Bank Lender of agreeing to make or making, funding or maintaining any Eurodollar Loans or participating in any Letter of Credit Obligations, or any increase in the cost to the such Issuing Bank Lender of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, upon within ten days of demand therefor by such Bank Lender or the Issuing BankLender, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Bank Lender or the Issuing BankLender, additional amounts as are sufficient to compensate such Bank Lender or the Issuing Bank Lender for such increased costs. (b) If any Bank Lender or the Issuing Bank Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective Date, (ii) any change in any Capital Adequacy Regulation after the Effective Date, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Date, or (iv) compliance by any Bank Lender (or its Lending Office) or the Issuing BankLender, as the case may be, or any corporation controlling such Bank Lender or the Issuing BankLender, as the case may be, with any Capital Adequacy Regulation adopted after the Effective Date, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Issuing Bank Lender or any corporation controlling such Bank Lender or the Issuing Bank Lender and (taking into consideration such BankLender's, the Issuing BankLender's or such corporation's policies with respect to capital adequacy and such BankLender's, the Issuing BankLender's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its CommitmentsCommitment, Loans, participations in Letters of Credit, or obligations under this Agreement, then, upon within ten days of demand of such Bank or the by Issuing Bank Lender (with a copy to the Administrative Agent), the Borrower shall be liable for and shall immediately pay to such Bank Lender or the Issuing BankLender, from time to time as specified by such Bank Lender or the Issuing BankLender, additional amounts sufficient to compensate such Bank Lender or the Issuing Bank Lender for such increase.

Increased Costs and Reduction of Return. (a) If any Bank or the Issuing Bank shall determine determines that, due to either (i) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the Offshore Rate) in or in the interpretation or administration of any law or regulation (other than any law or regulation relating to taxes, including those relating to Taxes or Other Taxes) after the Effective Date or (ii) the compliance by that Bank with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) made after the Effective Date), there shall be any increase in the cost to such Bank of agreeing to make or making, funding or maintaining any Eurodollar Offshore Rate Loans or participating in any Letter Letters of Credit ObligationsCredit, or or, in the case of the Issuing Bank, any increase in the cost to the Issuing Bank of agreeing to issue, issuing or maintaining any Letter of Credit or of agreeing to make or making, funding or maintaining any unpaid drawing under any Letter of Credit, then the Borrower Company shall be liable for, and shall from time to time, upon demand therefor by such Bank or the Issuing Bank, as the case may be (with a copy of such demand to be sent to the Administrative Agent), pay to the Administrative Agent for the account of such Bank or the Issuing Bank, additional amounts as are sufficient to compensate such Bank or the Issuing Bank for such increased costs. (b) If any Bank or the Issuing Bank shall have determined that (i) the introduction of any Capital Adequacy Regulation after the Effective DateRegulation, (ii) any change in any Capital Adequacy Regulation after the Effective DateRegulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof after the Effective Datethereof, or (iv) compliance by any the Bank (or its Lending Office) or the Issuing Bank, as the case may be, or any corporation controlling such the Bank or the Issuing Bank, as the case may be, with any Capital Adequacy Regulation adopted after the Effective DateRegulation, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Issuing Bank or any corporation controlling such Bank or the Issuing Bank and (taking into consideration such Bank's, the Issuing Bank's or such corporation's policies with respect to capital adequacy and such Bank's, the Issuing Bank's or such corporation's desired return on capital) determines that the amount of such capital is (or is required to be) increased as a consequence of its Commitments, Loansloans, participations in Letters of Credit, credits or obligations under this Agreement, then, upon demand of such Bank or to the Issuing Bank (with a copy to Company through the Administrative Agent), the Borrower Company shall be liable for and shall immediately pay to such Bank or the Issuing Bank, from time to time as specified by such Bank or the Issuing Bank, additional amounts sufficient to compensate such Bank or the Issuing Bank for such increase.